T.C. Memo UNITED STATES TAX COURT

Transcription

1 T.C. Memo UNITED STATES TAX COURT 6611, LTD., RICARDO GARCIA, TAX MATTERS PARTNER, ET AL., 1 Petitioners v. COMMISSIONER OF INTERNAL REVENUE, Respondent Docket Nos , , Filed February 14, William A. Roberts and Kyle R. Coleman, for petitioners. Jeffrey Louis Bassin, Richard Hassebrock, Donna Leone, Jadie T. Woods, S Katy Lin, and Gary Shuler, for respondent. 1 Although we did not consolidate these cases for trial, much of the testimony and many of the exhibits were common to all three. In an order dated January 3, 2013, we consolidated 541, Ltd., Roberto Salazar, Tax Matters Partner, docket No , and 466, Ltd., Larry Lawrence, Tax Matters Partner, docket No , with the lead case for purposes of opinion.

2 - 2 - [*2] MEMORANDUM FINDINGS OF FACT AND OPINION HOLMES, Judge: Three personal-injury lawyers from the Rio Grande Valley in Texas hit the jackpot in 2001 when each got paid over $1 million for their work in cases involving faulty Firestone tires. Each tried to reduce his tax bill with a complicated transaction that featured almost perfectly offsetting bets on foreign currency. Each of these lawyers was in the business of estimating risk and reward in evaluating every case he considered, but in this instance each sought refuge in a tax shelter whose builders used flawed designs and constructed it from bad materials that do not survive close inspection. FINDINGS OF FACT I. Three Valley Lawyers A. Life in the Valley The Valley is the four-county southernmost part of Texas just north of the Rio Grande. It is still mostly farm and ranch land, and has shared only to a modest extent the benefits of the strong economy in other parts of Texas. One result is that some of the local legal elite--clustered in McAllen--are unusually tight-knit. The main actors in these cases--the tax matters partners (TMPs) 2 Larry Lawrence, 2 Under the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), Pub. (continued...)

3 - 3 - [*3] Roberto Salazar, and Ricardo Garcia--were all at one time from that city. Salazar and Garcia are longtime friends and have worked together on several cases. And Lawrence met Garcia through a mutual friend, Jamie Gonzalez--another personal-injury attorney in the Valley. B. The Three Lawyers 1. Larry Lawrence Larry Lawrence grew up in the Valley but moved away for college. He earned his bachelor s degree in economics from the University of Texas in Austin in He went to Loyola University Law School in New Orleans, where he took one basic tax course and graduated in He moved back to the Valley that year and has practiced law ever since. He first joined the firm of Dale & Klein, LLP--doing mostly personal-injury, family, and insurance-defense work. Lawrence had been at Dale & Klein for only about two years when he met Jaime Gonzalez--one of the Valley s most respected personal-injury attorneys. In January 1998 Gonzalez recruited Lawrence to join 2 (...continued) L. No , sec. 402(a), 96 Stat. at 648, any partnership, including all the partnerships that brought these cases, must designate one of its partners as the tax matters partner (TMP) to handle its administrative issues with the Commissioner and manage any resulting litigation. Sec. 6231(a)(7). (Unless we say otherwise, all section references are to the Internal Revenue Code in effect for the year in issue.)

4 - 4 - [*4] his firm, and Lawrence started working on products-liability and seriousaccident cases. It wasn t long after that when Lawrence decided he wanted to have a bigger stake in the cases he was working on. Gonzalez wasn t ready to give him that opportunity, so Lawrence started his own firm in January Their split was amicable, and they have maintained a close professional and personal relationship ever since. In his new firm Lawrence chose to focus his practice on personal-injury work with clients paying him on a contingency-fee basis. Contingency-fee practices have irregular cashflows, and can require large amounts of upfront money that might not return, if ever, until years later. In 1999 and 2000 Lawrence put most of his money into his practice, although he was able to set some aside in stocks and bonds. By 2000 Lawrence s law practice was doing pretty well: He reported more than $150,000 in income from his firm for that year. But the growth of his firm made his tax returns more complicated. So in 2000 he hired David Drefke, a Texas CPA. Drefke had Lawrence make an election to treat his firm as an S corporation, 3 and Drefke prepared the initial S corporation tax return, 3 If a business meets the requirements of section 1361, it may elect to become an S corporation and pay no corporate tax. Secs. 1362(a), 1363(a); sec (b)(1), Income Tax Regs. An S corporation s income and losses, like a partnership s, flow through to its shareholders, who then pay income tax. See sec. (continued...)

5 - 5 - [*5] Form 1120S, U.S. Income Tax Return for an S Corporation, in (The Lawrences, however, didn t make any estimated tax payments for 2000.) Drefke also helped the Lawrences set up the firm s recordkeeping system and had them use Quicken accounting software. But Drefke worked mostly with Lawrence s wife in preparing the Lawrences 2000 returns because it was she who compiled the information for Drefke to prepare the returns. Lawrence, however, performed all the day-to-day mechanics of bookkeeping, and made all the investment decisions for his family and for his firm. According to Lawrence, he work[s] at making the living, and she works at making the living worthwhile. 2. Roberto Salazar Roberto Salazar was the first in his family to attend college, and he graduated from the University of Illinois with a J.D./M.B.A in While in school, Salazar took some general finance and accounting courses and a basic tax class. After law school, Salazar moved to the Valley--his parents bought a house there, and he found a job there too. He passed the Texas bar in 1983 and went to work for an attorney in Alamo, Texas, mostly doing personal-injury work. He 1363(b). 3 (...continued)

6 - 6 - [*6] later moved to the Hidalgo County District Attorney s Office, and then after four years there (leaving in 1988), he opened his own practice in personal-injury and criminal law. In the early 90s, Salazar became a municipal judge for the City of McAllen, but the position was part time and he continued his private practice, which focused on personal-injury law. Salazar has never worked on any tax cases, set up a corporation, drafted a trust, or issued an opinion letter. For 2000 Salazar prepared his own federal income tax returns using TurboTax software. He did, however, have his accountant review the returns and give him a stamp of approval before he filed them. Salazar earned about $200,000 of ordinary income from his law practice for His wife worked primarily inside the home, but would occasionally act as the receptionist at Salazar s law office. Salazar himself, however, made the family s investment decisions. 3. Ricardo Garcia Ricardo Garcia was born in Germany while his father was stationed there as a military doctor. But when Garcia was still very young, his family moved to the Valley after his father accepted a job in McAllen. Garcia grew up there but went

7 - 7 - [*7] away for college and law school. He graduated from St. Mary s Law School in San Antonio in 1982, where he took only the tax course St. Mary s required. Garcia s first legal job was working at the city attorney s office in McAllen handling misdemeanors from traffic tickets to simple assaults. After three months with that office, he left to work for a personal-injury attorney in Weslaco, Texas. But after seven months there, he moved to Colorado to attend the University of Denver s tax L.L.M. program in But that too didn t stick--he quit the L.L.M. program after nine months because he was bored. He then moved back to McAllen to work for a personal-injury firm, Hendricks & Smith, and got married in November In January 1985, Garcia opened up his own general practice. Garcia started off with divorces, DWIs, and traffic tickets and even handled a criminal tax case for a defendant who had failed to file tax returns for four years. But since 1997 Garcia s practice has been made up of personal-injury cases. His practice has steadily grown over the years--he s even hired other attorneys and support staff. In 2000 and 2001, Garcia s wife handled the firm s books and records, and she monitored the firm s cash outlays. It was the Garcias accountant who prepared the couple s 2000 return, and they reported more than $500,000 of income from the law practice that year.

8 - 8 - [*8] C. The Jackpot Around 2000, Bridgestone/Firestone, Inc. recalled some of the tires it had built in Decatur, Illinois. The recalled tires had a high rate of failure on Ford Explorers, and this had caused a number of wrecks and rollovers. See City of Monroe Emps. Ret. Sys. v. Bridgestone Corp., 399 F.3d 651 (6th Cir. 2005). Some of these accidents happened in McAllen, and all three petitioners began lining up injured clients. Those cases resulted in all three earning big paydays in 2001: Lawrence got a fee of about $1 million, Salazar $1.5 million (with additional fees structured for payout in later years), and Garcia $2.2 million. 1. Lawrence Lawrence s ordinary income from his law practice that year was about $1.5 million, but he didn t make any estimated tax payments. Instead, he bought a finance company that gave people unsecured loans of $600 or less. He also increased his stock and bond investments and bought some property near the beach. These investments--at least before November were somewhat conservative, with about 50-60% in fixed income investments, 20-30% in cash, and 15-20% in equities.

9 - 9 - [*9] 2. Salazar Salazar had about $1.5 million in net income from his law practice in He, however, made $575,000 in estimated tax payments. He also invested most of the remainder in equity and fixed-income mutual funds. 3. Garcia Garcia had over $2 million in net income from his law firm in Like Salazar, he also anticipated a big tax bill and made $533,000 in estimated tax payments. Like the other lawyers, he also put much of the Firestone windfall into some mutual funds and blue-chip stocks. II. Enter Mr. Garza Joe Garza is an attorney from Dallas, Texas, who had a long-established practice in insurance defense, ERISA, and bond financing before he moved into tax planning--sometimes quite aggressive tax planning. See Garcia v. Commissioner, T.C. Memo , 2011 WL ; Estate of Hurford v. Commissioner, T.C. Memo , 2008 WL ; 7050, Ltd. v. Commissioner, T.C. Memo , 2008 WL It was he who sold the

10 [*10] three lawyers on something none of them had heard of before--a variant of the now notorious Son-of-BOSS deal using digital options and Canadian dollars. 4 A. The Approach Around 1999 to 2000, Garza first became aware of Son-of-BOSS transactions--jenkens & Gilchrist was doing a lot of them, and several of his clients wanted to do them too. Garza concluded that he could either refer his interested clients to Jenkens & Gilchrist, or do the deals himself. He decided to learn how to do the deals himself. First he consulted with Craig Brubaker--an ex-arthur Andersen employee and at the time a director at Deutsche Bank Alex Brown. Brubaker had been working on a lot of these deals for Jenkens & Gilchrist, and Garza was confident of Brubaker s knowledge and abilities. Brubaker gave Garza some information on how these deals worked and how much Deutsche Bank charged for them. Brubaker also suggested that Garza speak to another lawyer rumored to have done a $100 million transaction for a local billionaire that went real well to 4 Garza wasn t really urging a speculative foray in foreign currency--he was promoting a type of Son-of-BOSS tax shelter (which is a variant of the Bond and Options Sales Strategy (BOSS) shelter) that uses European digital options on foreign currency. Unlike an American option, which can be exercised at any time before it expires, a European option can be exercised only at a particular date and time. An option is digital if it has the same payout no matter how far in the money it is. Digital options are also known as all-or-nothing options.

11 [*11] learn more. Garza followed Brubaker s recommendation, and paid the lawyer $50,000 for a dark-side CLE on the finer points of the deal. Included in the bargain was a turnkey opinion letter--one that Garza could use in his own practice. (The legal sections of the opinion letters he later sold to Lawrence, Salazar, and Garcia closely resemble this draft opinion letter.) Part of Garza s promotional pitch was that if a taxpayer had a good tax opinion letter, he would not have to pay any penalties even if the tax benefits were disallowed. Once Garza had his turnkey opinion letter and knew the transaction well enough, he began pitching. The purpose of all Son-of-BOSS tax shelters is to create artificial tax losses designed to offset income from other transactions. Napoliello v. Commissioner, 655 F.3d 1060, 1062 (9th Cir. 2011) (citation and internal quotation marks omitted). Garza s scheme involved a partnership and having his clients transfer assets along with significant liabilities to that partnership. As a matter of economics, the liabilities would offset the value of the assets, but those liabilities wouldn t be completely fixed at the time of transfer, and the purported partners would ignore them in calculating their outside bases in that partnership. The partnership would also ignore the liabilities in computing its inside bases in the contributed property, which conceivably became partnership property. Ignoring the liabilities in calculating basis creates an inflated basis.

12 [*12] When the purported partners liquidated their partnership interests, they would get a distribution of property to which they would attach this high basis in the partnership. And then when they sold that property it would produce large tax--but not out-of-pocket--losses. Garza used a six-step deal: (1) buy a foreign-currency call option (and sell an offsetting foreign-currency call option in the same currency to the same counterparty) 5 and also Canadian dollars through a single-member LLC; (2) form a partnership with a third party or wholly owned LLC; (3) contribute the foreigncurrency options and Canadian dollars to the partnership; (4) recognize a gain or loss by the partnership when the options expired or were exercised; (5) terminate and liquidate the partnership; and (6) sell the Canadian dollars that the single-member LLC received from the partnership s liquidation. Garza also testified that one considerable advantage of attaching the inflated basis to 5 We refer elsewhere in this opinion to such options as long options and short options. Long can mean several things in finance-speak; here, it simply means to buy and hold a position. Short, likewise, has multiple meanings: here, it means to sell a position. Because the long and short legs in the option transactions involved the same parties, the same periods, and the same counterparties, they economically zeroed each other out except for the narrow spread between the two strike prices: One party could buy the yen at $X from the second party, and the second party could turn around and buy the yen at $X minus the spread from the first party.

13 [*13] Canadian dollars was to enable partners to store it in an account to be drawn down as needed to shelter his customers ordinary income in later years. Garza says he would always have his clients choose which currency to use but would make strong recommendations. He would also insist that each of his clients talk with Brubaker. Brubaker would explain what trades would be made, answer other questions, and help them set up their Deutsche Bank accounts. We also note especially that Garza never asked Brubaker how Deutsche Bank valued the options. B. Garza Spreads to McAllen Bad ideas can be especially contagious in a small town. Garza had already been doing some work in the Valley on pension plans in the late 90s, and even did some work for Gonzalez on a subchapter S ESOP. That s how he was introduced to Lawrence in in a chance meeting in Gonzalez s office that involved the exchange of pleasantries. But it wasn t until 2000 and 2001 that Garza began promoting the digitaloption Son-of-BOSS deal to his contacts in McAllen. It s not surprising that Lawrence and Gonzalez listened to his pitch: They were expecting big tax bills for 2001 because of the contingency fees from their Firestone cases. (Lawrence actually got Gonzalez involved in the Firestone litigation because he couldn t

14 [*14] represent all of the people injured in a particular accident.) And Garza pitched a way he said could drastically reduce their expected income-tax bill. Lawrence first met with Garza in 2000 to discuss the transaction and its tax benefits. Sometime after their first meeting, Lawrence approached Albert Lopez, his broker at Merrill Lynch, to see if he could execute the investment strategy Garza advertised. Lopez said it wasn t his area of expertise and wasn t the type of transaction he could do. (At some point, Garza also explained to Lawrence that he couldn t do the option trades at Merrill Lynch because the tax benefits depended on setting up the trades through a series of entities, which Merrill couldn t or wouldn t do.) Lawrence met with Garza again in Garza explained in greater detail how the trades worked, how he was able to predict the movement of the Japanese yen against the U.S. dollar, and how he would structure the investment to secure its promised benefits. Lawrence admitted at trial that when he met with Garza in 2001, he knew there were important tax consequences to how you did the transaction. Garcia and Salazar also caught the Son-of-BOSS bug in Gonzalez held a meeting at his office around October or November 2001, and invited a few others. Garza did a presentation on the digital-option deal. Although we aren t

15 [*15] sure whether Lawrence was at this meeting, we do know Garcia was invited but didn t show. Garcia had to work late that night, so he got the recap from Gonzalez over the phone. That is how he first heard about Garza s transaction, and is what prompted him to call Garza to learn more. Garcia then flew to Dallas to talk with Garza in person and to check out his firm. While he was there, Garza talked with him about the transaction and its tax benefits, and then took him to meet Brubaker--whose office was only a short walk away. Brubaker tried to sell Garcia on the deal, telling him that he d done a lot of similar transactions. Garcia then returned home and called Salazar to tell him about his trip. Garcia mentioned to Salazar that both Garza and the deal looked legit, and he was thinking about doing it. This wasn t an unusual conversation: Garcia and Salazar are close friends and had a history of investing together. By now Salazar was interested in the transaction too and met with Garza in McAllen in late November or early December 2001 to discuss the investment strategy and the related tax benefits. We find that Garza told Lawrence, Garcia, and Salazar that the deal he was offering would give them a 30 to 40% chance of doubling their money, and a very remote chance of making a lot more than that if the spot rate landed on the sweet

16 [*16] spot. 6 Garza testified at trial that he tried very hard to make his clients money on the options because he believed it would then be easier to prove a legitimate profit motive for his scheme. We don t know whether Garza provided written materials explaining the transaction (other than the opinion letter) to Lawrence, Salazar, and Garcia. But we do know that Garza told Lawrence, Salazar, and Garcia that if the investments were structured carefully, they could take advantage of significant tax benefits. Although Lawrence and Garcia denied it, we also find that Garza told all three of them that the transactions had to be done before the end of 2001 to take advantage of those benefits. Garza also specifically warned Garcia at least that it was more difficult to make a profit with the deal late in the year because there was less time for the market to gyrate. C. The Deals That Were Done Garza charged Lawrence, Garcia, and Salazar $95,000 each for his services. The bills that Garza sent to Lawrence, Garcia, and Salazar were entitled Statement for Services Rendered, and said they covered all services to be 6 If on the expiration date, the reference price for the foreign currency options falls between the strike prices for the long and short positions, that is hitting the sweet spot. That is because under this scenario the investor would receive a payment under the long option without having to pay out under the short option.

17 [*17] rendered in connection with [their] digital option transaction[s] and the related legal opinion, including: formation of LLC disregarded entity; formation of limited partnership; negotiations with investment bank and review of transactions; legal opinion letter; tax return preparation and review. 7 It also said that the $95,000 would cover any and all services necessary in the event that either you or the above entities are selected for an audit by the IRS in the future. This meant that Garza would cover their legal fees if the transaction blew up. Garza required Lawrence, Salazar, and Garcia to pay the first installment of $47,500 when they received their Statement for Services Rendered, and the remaining $47,500 when he delivered their legal opinion. Lawrence paid the first installment in October and the second in December Garcia and Salazar both paid their first installments in December 2001, and the second only in the new year. 7 Occasionally, Garza would review returns but he did not prepare them.

18 [*18] All three attorneys knew that the entities were created to capture the tax benefits of the digital option/canadian dollar transaction, and all relied on Garza to prepare the paperwork and file the necessary documents with the different state authorities. Garza claimed that one reason to use the LLCs to do the investments was that Deutsche Bank said doing so would get around a Securities and Exchange Commission rule that required a 30-day waiting period for individuals who wanted to set up an option-trading account. Garza, however, admitted at trial that the real reason for creating the LLCs and then putting them into partnerships with their owners was that he thought it necessary to do so to generate the tax benefits. And he also admitted that buying Canadian dollars and disposing of them in a liquidating distribution was also for tax purposes. We specifically find these latter two admissions credible. Garza chose to organize the entities in Colorado and Georgia because those states processed filings quickly and cheaply. He named the entities with numbers because he wanted to avoid any snags that might have slowed the deal if someone else had an LLC or partnership with the same name. And Garza didn t draft any of the entity agreements from scratch, but adapted the sample he already had. He picked Deutsche Bank to execute the trades because he liked Brubaker more than

19 [*19] the people at other banks, and he just assumed Deutsche Bank s fees and prices were fair. 1. The Lawrence SoB Garza launched the Lawrence transaction on October 19, 2001 and things took off quickly:! From October 25 to 30, 2001, Garza helped Lawrence form three entities: 0327 LLC, 67 LLC, and 466, Ltd. " 0327 is a disregarded entity for federal tax purposes, was formed under Georgia law, and Lawrence is listed as its sole member. " 67 was formed as a Colorado limited liability company, Lawrence was its sole member, and it never made an election on Form to be classified as an association for federal tax purposes. " 466 was formed as a Colorado limited partnership, and on its 2001 return it listed Lawrence as a 99% limited partner, and 67 as a general partner with a 1% limited-partnership interest.! In late October 2001, Lawrence set up three accounts with Deutsche Bank--one for the Lawrence Law Firm, one for 0327, and one for A U.S. business entity with only one member is either a corporation or a disregarded entity. If it doesn t want to be disregarded, Form 8832, Entity Classification Election, allows the entity to affirmatively elect to be taxed as a corporation. Sec (b)(1)(ii), (c)(1)(i), Proced. & Admin. Regs.

20 [*20]! On October 30, 2001, $41,000 was deposited into 0327 s Deutsche Bank account--this was the only capital contribution made to 0327.! On November 1, 2001, 0327 bought and sold offsetting long and short foreign-currency options on Japanese yen from Deutsche Bank for a $40,000 net premium. 9 Both options expired on December 12, 2001.! On or about December 3, 2001, 0327 transferred both the long and short options to 466.! On December 4, 2001, 0327 bought Can$1, for US$750 (at an exchange rate of US$ to Can$).! On December 12, 2001, the options expired in the money, and Deutsche Bank paid him $80,000 on December 21, 2001.! On or about December 24, 2001, 0327 transferred the Can$1, to 466.! On December 26, 2001, Lawrence asked Deutsche Bank to transfer $47,500 to an account for Garza & Staples to pay his legal fees, and $5,000 to an account at another bank.! On or about December 27, 2001, 466 transferred the Can$1, to the Deutsche Bank account for the Law Office of Larry Lawrence--but this may have been in error. However, only Can$ (out of the Can$1,100.12) was transferred back to 0327 s account. 9 The premiums on the long and short positions were $4 million and $3,960,000, respectively.

21 [*21]! On December 28, 2001, 0327 sold Can$ (at an exchange rate of US$ to Can$) for US$191.75, which was deposited into 0327 s Deutsche Bank account. 10! On December 31, 2001, a Cancellation of Domestic Certificate of Limited Partnership was filed in Colorado for 466. There s no evidence in the record that 0327, 67, and 466 did any other deals. We find that they had no activities other than those listed above. Before the digital-currency options would ve expired, Lawrence agreed to settle them for a payment of $54,300 from Deutsche Bank. But the settlement under that agreement took too long and didn t go through in time. As we ve mentioned, this meant Lawrence lucked out and Deutsche Bank paid him $80,000. Lawrence s wife wasn t involved in the decision to buy into Garza s plan, and wasn t involved in any part of the deal. Lawrence himself was not immersed in the details. He blindly signed the paperwork as Garza gave it to him. He had no relationship to the states where the entities were located, and the address listed in the paperwork Garza sent to the Colorado secretary of state for him was the same address Salazar and Garcia used. It was not his own. Lawrence made no effort to determine if the $40,000 premium he paid for the options was a fair 10 The remaining Canadian dollars were apparently sold in 2002.

22 [*22] price. 11 Before November 2001, Lawrence had never invested in foreign currency other than trading U.S. dollars against the Mexican peso back when he was a busboy and waiter. 2. The Salazar SoB Garza launched the Salazar transaction on December 17, 2001, and it also quickly took flight:! On December 17, 2001, Garza helped Salazar form three entities: 0997 LLC, 70 LLC, and 541, Ltd. " 0997 is a disregarded entity for federal tax purposes, it was formed under Georgia law, and Salazar is listed as its sole member. " 70 was formed as a Colorado limited liability company, Salazar was its sole member, and it never made an election on Form 8832 to be classified as an association for federal tax purposes. " 541 was formed as a Colorado limited partnership, and on its 2001 return it listed Salazar as a 99% limited partner, and 70 as a general partner with a 1% limited-partnership interest.! In mid-december 2001, Salazar opened accounts with Deutsche Bank for 0997 and We talk about the value of the options later, but note here that the Commissioner s experts reasonably estimated the options to be worth about $25,500 using the Black-Scholes formula for pricing options. Had Lawrence looked into the premium, he might ve noticed Deutsche Bank was charging him over a 50% markup.

23 [*23]! 0997 bought and sold offsetting long and short Japanese yen options from Deutsche Bank for a $40,000 net premium. 12 The paperwork is dated December 14, but the account wasn t funded until December 19. Both options expired on December 21, Either on December 21-- or one day earlier transferred both the long and short options to 541.! On December 19, 2001, $45,000 was deposited into 0997 s Deutsche Bank account this was the only capital contribution made to 0997.! On December 21, 2001, the options expired out of the money.! On December 24, 2001, 0997 bought Can$7, for US$4,500 (at an exchange rate of US$ to Can$).! On December 28, 2001, 0997 sold Can$2, (at an exchange rate of US$ to Can$) for US$1,494.29, which was deposited in 0997 s Deutsche Bank account. 13! On December 31, 2001, a Cancellation of Domestic Certificate of Limited Partnership was filed in Colorado for 541. There s no evidence in the record that 0997, 70, and 541 did any other deals, or had any activity other than what we ve listed. Salazar s wife wasn t involved in the transaction in any way, and she wasn t part of the decision to do it. Salazar wasn t knee-deep in the details of the transaction himself: He blindly signed the paperwork as Garza gave it to him. 12 The premiums on the long and short positions were $4 million and $3,960,000, respectively. 13 It appears that the remaining Canadian dollars were sold in 2002.